SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549




                              FORM 8-K/A
                            AMENDMENT NO. 1
                            CURRENT REPORT




 Pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934



      Date of Report (Date of Earliest Event Reported)  
January 10, 1997






Commission   Registrant, State of Incorporation,   I.R.S. Employer     
  File         Address, and Telephone Number     Identification No.
 Number                             


 1-11377                 Cinergy Corp.               31-1385023	
                    (A Delaware Corporation)
                     139 East Fourth Street
                     Cincinnati, Ohio 45202
                         (513) 381-2000


 
 1-1232      The Cincinnati Gas & Electric Company   31-0240030
                     (An Ohio Corporation)
                    139 East Fourth Street
                    Cincinnati, Ohio 45202
                        (513) 381-2000



 1-3543                  PSI Energy, Inc.            35-0594457
                     (An Indiana Corporation)
                      1000 East Main Street
                    Plainfield, Indiana 46168
                         (317) 839-9611



 2-7793     The Union Light, Heat and Power Company  31-0473080
                       (A Kentucky Corporation)
                        139 East Fourth Street
                        Cincinnati, Ohio 45202
                            (513) 381-2000
              


ITEM 5.  OTHER EVENTS.

In connection with the "safe harbor" provisions of the 
Private Securities Litigation Reform Act of 1995, Cinergy 
Corp. and its subsidiaries:  The Cincinnati Gas & Electric 
Company, PSI Energy, Inc., and The Union Light, Heat and 
Power Company (collectively, Cinergy and its subsidiaries) 
are hereby filing cautionary statements identifying 
important factors that could cause Cinergy and its 
subsidiaries actual results to differ materially from those 
projected in forward-looking statements of Cinergy and its 
subsidiaries made by, or on behalf of, Cinergy and its 
subsidiaries.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  The following exhibit is filed herewith:

        Exhibit                
      Designation              Nature of Exhibit	
		

         99-1         Cautionary Statement for Purposes 
                      of "Safe Harbor" Provisions of the 
                      Private Securities Litigation Reform 
                      Act of 1995.   


                              SIGNATURES


Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrants have duly caused this report to be 
signed on their behalf by the undersigned hereunto duly 
authorized.

                                                 

                               Cinergy Corp. 
                    The Cincinnati Gas & Electric Company
                              PSI Energy, Inc.
                  The Union Light, Heat and Power Company      
                               (Registrants)




Date:  January 15, 1997     By: /s/ Charles J. Winger        
                                    Charles J. Winger,
                                       Comptroller
                                       (Signature)



Exhibit 99-1

Cautionary Statement for Purposes of the "Safe Harbor" 
Provisions of the Private Securities Litigation Reform Act 
of 1995

A "safe harbor" for forward-looking statements is provided 
by the Private Securities Litigation Reform Act of 1995 
(Reform Act of 1995).  The Reform Act of 1995 was adopted to 
encourage such forward-looking statements without the threat 
of litigation, provided those statements are identified as 
forward-looking and are accompanied by meaningful cautionary 
statements identifying important factors that could cause 
the actual results to differ materially from those projected 
in the statement.  Forward-looking statements have been and 
will be made in written documents and oral presentations of 
Cinergy Corp. and its subsidiaries:  The Cincinnati Gas & 
Electric Company, PSI Energy, Inc., and The Union Light, 
Heat and Power Company (collectively, Cinergy and its 
subsidiaries).  Such statements are based on management's 
beliefs as well as assumptions made by and information 
currently available to management.  When used in Cinergy and 
its subsidiaries' documents or oral presentations, the words 
"anticipate," "estimate," "expect," "objective," 
"projection," "forecast," "goal," and similar expressions 
are intended to identify forward-looking statements.  In 
addition to any assumptions and other factors referred to 
specifically in connection with such forward-looking 
statements, factors that could cause Cinergy and its 
subsidiaries' actual results to differ materially from those 
contemplated in any forward-looking statements include, 
among others, the following:

Factors affecting utility operations such as unusual weather 
conditions; catastrophic weather-related damage; unscheduled 
generation outages; unusual maintenance or repairs; 
unanticipated changes to fossil fuel costs, gas supply 
costs, or availability constraints due to higher demand, 
shortages, transportation problems or other developments; 
environmental incidents; or electric transmission or gas 
pipeline system constraints.

Increased competition in the electric and gas utility 
environment including effects of: industry restructuring; 
transmission system operation and/or administration; retail 
wheeling; and cogeneration.

Regulatory factors such as unanticipated changes in rate-
setting policies or procedures; recovery of investments made 
under traditional regulation, and the frequency and timing 
of rate increases.

Financial or regulatory accounting principles or policies 
imposed by the Financial Accounting Standards Board, the 
Securities and Exchange Commission, the Federal Energy 
Regulatory Commission, state public utility commissions, 
state entities which regulate natural gas transmission, 
gathering and processing and similar entities with 
regulatory oversight.

Economic conditions including inflation rates and monetary 
fluctuations.

Changing market conditions and a variety of other factors 
associated with physical energy and financial trading 
activities including, but not limited to, price, basis, 
credit, liquidity, volatility, capacity, transmission, 
currency exchange, interest rate, and warranty risks.

Availability or cost of capital, resulting from changes in: 
Cinergy and its subsidiaries, interest rates, and securities 
ratings or market perceptions of the utility industry and 
energy-related industries. 

Employee workforce factors including changes in key 
executives, collective bargaining agreements with union 
employees, or work stoppages.

Legal and regulatory delays and other obstacles associated 
with mergers, acquisitions, and investments in joint 
ventures.

Costs and other effects of legal and administrative 
proceedings, settlements, investigations, claims, and other 
matters, including but not limited to those described in 
Notes 2 and 13 of the Notes to Financial Statements of 
Cinergy and its subsidiaries' Annual Reports on Form 10-K, 
as amended, for the year-ended December 31, 1995, under the 
captions "Rates" and "Commitments and Contingencies", 
respectively.

Changes in international, Federal, state, or local 
legislature requirements such as changes in tax laws or 
rates; environmental laws and regulations.

Cinergy and its subsidiaries undertake no obligation to 
publicly update or revise any forward-looking statements, 
whether as a result of changes in actual results, changes in 
assumptions, or other factors affecting such statements.